NOTE: THE NEWLY REVISED BYLAWS
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Approved and adopted by the Executive Board on August 2,
1999 (Amended October 2, 2000)
INDEX
ARTICLE I
ARTICLE II
ARTICLE III
ARTICLE IV
ARTICLE V
ARTICLE I
Section 1.1
Name
The name of this organization shall be ROSE CITY
ASTRONOMERS, hereinafter referred to as RCA. RCA formed in 1988 by
combining the previous Portland-area astronomy clubs called the Portland
Astronomical Society and the OMSI Astronomers.
Section 1.2
Purpose
RCA is a non-profit, volunteer organization dedicated to
promoting the enjoyment and education of astronomy and related subjects to
members and the general public.
Section 1.3
Representation
As a volunteer organization, RCA is a non-commercial
entity. Membership and/or service in RCA shall not to be used to further
commercial endeavors. No member shall represent RCA in an official
capacity without prior approval of the executive board. In addition, no
commercial enterprise shall use the RCA name or logo in promotion of
private enterprise.
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ARTICLE II
Section 2.1
Membership
One RCA membership shall include all family members living
in the same residence. There are two classes of membership: annual and
emeritus. An annual member is an active dues-paying member with full
rights and privileges of club benefits and activities. An emeritus member
is an honorary member who has earned this distinction by level of service.
Any annual member may be declared an emeritus member by a quorum vote, in
accordance with the provisions of Section 4.1 and Section 4.2. An emeritus
member shall not be subject to annual dues, but shall have the rights and
privileges of membership.
Section 2.2
Dues
The membership year runs from July 1 through June 30. Dues
shall be renewed yearly on the date of the July general meeting. New
members joining the club in the middle of the year shall be charged a
prorated fee. The dollar amount for annual dues will be reviewed by the
board annually. A division of dues shall be made as determined by the
board to Oregon Museum of Science and Industry, the Astronomical League
and the RCA general fund.
Section 2.3
General Meeting
The membership shall meet monthly on the third Monday of
each month.
Section 2.4
Commercial Enterprise and Compensation
RCA does recognize the advantages that vendor attendance
and participation lends to meetings and events. Therefore, vendors,
commercial groups, or individuals who have astronomy-related items or
services for sale are allowed to set up tables at the general monthly
meetings and other functions in order to sell or display their materials.
The Board reserves the right to refuse any vendor the privilege of
displaying and selling Vendor activities should not interfere with official club
proceedings, (i.e. noise, space, and location).
Members who act in an official capacity representing the
RCA on a volunteer basis may be offered monetary or other compensation for
their services. Compensation beyond reasonable expenses (i.e., travel,
etc.) will not be allowed unless approved by the board. If compensation is
received beyond a reasonable amount to cover expenses, it should be
considered a donation to the club and be forwarded to the Treasurer along
with an accounting of the entire sum.
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ARTICLE III
Section 3.1
Corporate Organization
This corporation is organized exclusively for charitable
and educational purposes within the meaning of section 503 (c) (3) of the
Internal Revenue Code.
Section 3.2
Restricting Political Influence
No substantial part of the activities of this corporation
shall consist of carrying on propaganda, or otherwise attempt to influence
legislation, except as provided in section 501 (h) of the Internal Revenue
Code of 1986, and the organization shall not participate or intervene in
any political campaign (including the publishing or distribution of
statements) on behalf of or in opposition to any candidate for public
office, except as provided in section 501 (h) of the Internal Revenue Code
of 1986.
Section 3.3
Compliance to IRS Code
Notwithstanding any other provision of this Articles, the
corporation shall not carry on any other activities not permitted to be
carried on (a) by an organization exempt from Federal income tax under
section 501(c) (3) of the Internal Revenue Code of 1986 (or the
corresponding provision of any future United States Internal Revenue law),
or (b) by an organization contributions to which are deductible under
section 170 (c) (2) of the Internal Revenue Code of 1986 (or corresponding
provision of any future United States Internal Revenue law).
Section 3.4
Property of Corporation
The property of this corporation is irrevocably dedicated
to section 501(c) (3) exempt purposes and no part of the net income or
assets of this organization shall ever inure to the benefit of any
director, officer, or member thereof or to the benefit of any private
person.
Section 3.5
Dissolution of Corporation
Upon the dissolution and winding up of the corporation,
after paying or adequately providing for the debts and obligations of the
organization, the remaining assets shall be distributed to a nonprofit
fund, foundation, association, or corporation organized and operated
exclusively for the purpose specified in section 501 (c) (3) of the
Internal Code and which has established its tax-exempt status under that
section.
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ARTICLE IV
Section 4.1
Executive Board
The executive board shall meet monthly at the call of the
President or a majority of the executive board and shall consist of all
elected officers and appointed positions of the club. The elected officers
are: President, Vice President - Members, Vice President - Observing, Vice
President - Community Affairs, Vice President – Communications, Treasurer,
and Secretary. Appointed positions include Past President, Alcor,
Newsletter Editor, Sales Director, Library Director, Telescope Librarian,
Special Interest Group Director, Media Director, Webmaster, Youth
Director, New Members Programs Director, IDA Liaison, OSP Liaison, Camp
Hancock Liaison, and Historian. The general membership shall be encouraged
to attend board meetings and participate in the discussion of issues.
Section 4.2
Duties of Officers
The positions of the executive board for RCA are
volunteers. Suggested duties of each position are outlined below.
These duties are suggested only. The President and the Executive Board
have flexibility in making and carrying out assignments. Directorships
shall be established or dissolved by appointment as outlined in Section
3.6, and as needed to support club activities and goals. All Board members
shall serve a ombudsmen role for the general membership, bringing member
issues to the Board for discussion.
PRESIDENT
Main Focus – Manages the RCA Executive Board
-
Oversees the Vice-Presidents.
-
Acts as OMSI liaison and coordinates RCA activities with
OMSI programs.
-
Manages Special Committee assignments, structure and
reporting.
-
Focuses on overall club goals and activities.
-
Insures an annual review of club financial records.
-
Serves as primary ombudsman for the membership and
raises member issues before the Board.
PAST PRESIDENT
The position is limited to the individual who has held the
position of President prior to the current president.
Main Focus – To help maintain the focus and direction of
the club
VICE PRESIDENT, MEMBERS
Main Focus – Membership Director
-
Manages member sign-ups and records.
-
Coordinates prospective new member welcome materials and
activities. Coordinates new member information.
-
Develops/updates member packet and coordinates
distribution.
-
Conducts a periodic membership survey, and analyzes and
distributes the results.
-
Serves as team leader for positions outlined below and
recruits new appointees in the event of a vacancy.
Also in charge of Service Officers/Standing Committees as
follows:
SALES DIRECTOR
-
Manages club product sales – books, equipment, guides,
miscellaneous promotion items.
-
Keeps club sale program up to date with member needs,
researching and offering new products that support and promote RCA.
-
Coordinates "swap meet" area at monthly general meetings
for members with items to display or sell.
-
Manages the magazine subscription program as a member
service.
LIBRARY DIRECTOR
-
Manages the RCA club library books and member check-out
program.
-
Acquires new library materials as appropriate to meet
member needs for up-to-date information.
-
Maintains a current article file.
NEW MEMBERS PROGRAMS DIRECTOR
-
Develops new-member orientation activities. These
services may include printed materials, orientation meetings, seminars,
workshops, web site information, telephone-tree, etc.
-
Assist new members in familiarization of club services
and functions, such as star parties, club subscriptions, club sales, and
SIGs.
YOUTH DIRECTOR
-
Serve as the liaison between the RCA Board and the youth
program leaders.
-
Serve as the advisor to assure the proper setting of
goals and activities within each youth group.
-
Recruit leaders and mentors as needed to maintain active
youth groups.
VICE PRESIDENT, COMMUNITY AFFAIRS
Main Focus – External Communications including Community
Liaison, Events, and Education Director
-
Coordinates special events to which the public is
involved.
-
Manages a speakers’ bureau and proactively markets RCA
services to local organizations. Handles requests from outside sources
for participation in various activities, including participation in
research projects.
-
Coordinates educational programs and activities to
schools, community and youth groups.
-
Keeps the club informed of other astronomical activities
happening in the community.
-
Connects the club to other astronomical resources in the
community.
-
Serves as team leader for positions
outlined below and recruits new appointees in the event of a vacancy.
Also in charge of Service Officers/Standing Committees as follows:
MEDIA DIRECTOR
IDA LIAISON
-
Serves as the liaison with the International Dark Sky
Association and represent the RCA interests as a member of the
Association.
-
Promotes education of dark sky retention amongst the
membership and within the community, focusing on civic leaders where the
impact of action is greatest.
-
Recruits RCA members as needed to assist in these
education efforts.
VICE PRESIDENT – COMMUNICATIONS
Main Focus - Internal Communications with the RCA
Membership
Develops club programs, seminars, and workshops based on
member interests.
-
Schedules speakers.
-
Lines up speaker supplies.
-
Coordinates logistics/facilities with OMSI for programs.
-
Serves as team leader for positions outlined below and
recruits new appointees in the event of a vacancy.
Also in charge of Service Officers/Standing committees as follows:
NEWSLETTER EDITOR
CLUB HISTORIAN
WEBMASTER
-
Maintains the home pages on the Internet account and
keeps information current with the happenings in RCA.
-
Maintains the mail list on the internet account, keeps
members on the list current, enforces the etiquette as necessary in a
manner which he or she sees fit or as directed by the board.
SPECIAL INTEREST GROUPS (SIG)
-
Acts as a hub for organizing and coordinating special
interest groups.
-
Organizes and helps members launch SIGs by connecting
interested participants with each other and assisting with initial
organization, speakers, meeting places, etc.
-
Proactively assesses member interests and offers
participation in SIGs.
-
Acts as a hub for organizing, coordinating, and
providing information about Sidewalk Astronomy groups.
-
Develops articles and provides periodic information to
the newsletter concerning schedules, activities, and contact points for
special interest groups.
VICE PRESIDENT, OBSERVING
Main Focus – Star Parties Director
-
Develops annual star party schedule.
-
Researches new star party sites.
-
Develops and coordinates special committees as
appropriate to organize special star party activities which RCA hosts
(such as a regional meeting, etc., coupled with a star party).
-
Serves as team leader for positions outlined below and
recruits new appointees in the event of a vacancy.
Also in charge of Service Officers/Standing committees as follows:
TELESCOPE LIBRARIAN
-
Maintains the member check-out program for RCA loaner
telescopes.
-
Maintains integrity of club telescopes and equipment.
-
Develops and promotes club telescope and equipment
resources.
OREGON STAR PARTY LIAISON
-
Serves as the liaison between the RCA Executive Board
and the OSP Committee.
-
Focuses on keeping the membership abreast of OSP
activities and recruit RCA members for Star Party activities when
necessary.
CAMP HANCOCK LIAISON
-
Serves as the liaison between the RCA and the Camp
Hancock staff focusing on scheduling RCA "volunteer" weekends to support
the Camp’s activities in astronomy.
-
In exchange for our volunteer support, this position
works with the VP Observing to schedule RCA club star parties at Camp
Hancock in conjunction with our annual star party schedule.
TREASURER
Main Focus – Manages the budget and funds
-
Provides quarterly balance sheets to the board of
receipts and expenditures.
-
Handles all monetary flow: issues checks, deposits
funds, transfers funds between accounts, and reconciles bank statements.
-
Maintains a current membership list.
-
Prepares all state-required information to maintain our
tax-exempt status.
SECRETARY
Main Focus – Manages club records
-
Takes minutes at RCA board meetings.
-
Writes up minutes and keeps the record of board
meetings.
-
Submits minutes to the monthly newsletter.
-
Keeps bylaws current and adds amendments as necessary.
- Prepares, updates, and distributes the Board of
Directors Officers’ Packet once per year.
- Serves as office of record and maintains a seven year
history of club proceedings.
ALCOR
Section 4.3
Tenure of Officers and Elections Process
The one-year term of the elected board officers and
directors will be from January 1 to December 31. There shall be no
restriction on the number of times a person may consecutively hold any
office. To be eligible for the office of President, a member will have
served on the Executive Board at least one year. To be eligible for the
office of Treasurer, a person will have been an RCA member for at least
one year. The RCA board will select volunteers for a Nominating Committee
(a Special Committee) at the board meeting in August consisting of 6
members: 3 people from the board (excluding President and Vice Presidents)
plus 3 people from the general membership. This committee will be
responsible for setting up and implementing the nominations and elections
process. The Nominating Committee will be announced at the August general
meeting. Outgoing board members will turn over all official records and
materials of that office to new board members at or before the January
board meeting.
Requests for nominations for candidates for officers will
be announced in the September newsletter and at the September general
meeting.
Candidates will be announced in the October newsletter and
at the October general meeting, and there shall be opportunity to nominate
others from the floor at that time. Each candidate shall be allowed to
speak for 2 minutes at the October meeting, if he/she should so desire.
Elections will be held in November (either by mail or at
the general meeting). Voting will be finalized by December 1st. If only
one candidate for each office has been nominated, the slate will be
presented and voted upon at the November general meeting.
The new board will be announced in the December newsletter
and installed at the December general meeting. New officers will work with
the outgoing officers during the month of December to transition their
roles. New officers will assume their new roles January 1.
Election Process Guidelines:
-
August Board Meeting Select Nominating Committee
-
August General Meeting Announce Committee
-
September Newsletter Announce requests for nominations
-
September General Meeting Announce requests for
nominations
-
October Newsletter Announce candidates
-
October General Meeting Announce candidates
-
November General Meeting Hold election OR present slate
-
December Newsletter Announce the new board
-
December General Meeting Install the new board
-
December through January Transition roles
-
January New officers assume new roles
Section 4.4
Vacancy of Office
An office may be declared vacant if a board member resigns
or misses three consecutive board meetings. A vacancy of an elected
officer shall be filled by appointment by a vote of the executive board,
to serve for the duration of the elected term, in accordance with the
provisions of Section 4.1 and Section 4.2. A vacancy of an appointed
position shall be filled by a vote of the executive board.
Section 4.5
Removal of an Executive Board Member
Any board member may be removed, at any time and for any
reason, by the Board at any general or special meeting of the board by a
three-fourths (75%) vote in which every board member, whether in person or
by absentee, has been allowed to vote.
Section 4.6
Directorships
A directorship, or other position deemed necessary, may be
established or dissolved at the call of the President or of the Executive
Board and approved by a quorum vote of the Board in accordance with the
provisions of Section 4.1 and 4.2.
Section 4.7
Removal or Suspension of a Member
Any member may be dropped or suspended from the RCA for
any of the following reasons: willful misuse of RCA property; willful
disregard for his/her own safety or the safety of others while on RCA
sponsored activities; or conduct detrimental to the RCA and constituting
misfeasance, malfeasance, or nonfeasance.
By a vote of the Board, any RCA member may be removed or
suspended from the RCA. Before the Board takes a final vote, the Board
shall follow the guidelines set up in the Disciplinary Procedures
Chapter(s) of the latest edition of Robert’s Rules of Order, Newly
Revised, and the Board shall send a written letter announcing the vote to
the member in question at least ten days prior to the final vote.
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ARTICLE V
Section 5.1
Voting
All members of the executive board, as listed in Section
4.1, have full voting rights. In the event a member of the executive board
holds more than one position on the board, the member is allowed a single
vote.
Section 5.2
Quorum
Fifty percent of the members of the executive board plus one (rounded down for less than a whole
number) shall constitute a quorum at any executive board meeting. Ten
members or ten percent of the membership, whichever is greater, shall
constitute a quorum at any general meeting. A quorum shall be required
before either group may validly vote on any matter.
Section 5.3
Loss of Quorum
The officers present at a duly called or duly held meeting
at which a quorum is present may continue to transact business until
adjournment, notwithstanding the withdrawal of enough members to leave
less than a quorum, if any action taken (other than adjournment) is
approved by at least a majority of the members required to constitute a
quorum.
Section 5.4
Motions
Any member of the RCA may bring items of business before
the Board at any regularly scheduled General or Board meeting.
Section 5.5
Adjourned Meeting
Any board meeting, monthly or special, whether or not a
quorum is present, may be adjourned from time to time by the vote of the
majority of the officers represented at the meeting. But in the absence of
a quorum, no other business may be transacted at that meeting, except as
provided in this Article.
Section 5.6
Prohibited Transactions
RCA shall not make any loans of money or property to, or
guarantee the obligation of any member. RCA may, however, advance money to
a member for expenses reasonably anticipated to be incurred in the
performance of a sanctioned RCA duty, provided that in the absence of such
advance, such member would be entitled to reimbursement for such expenses
in accordance with the provisions of Section 1.2.
Section 5.7
Bylaws Review
The Executive board will review these bylaws each January
to indoctrinate new board members and update as needed.
Section 5.8
Amendments to the Bylaws
Any changes to the bylaws proposed by the
board will be made available to the membership at a general meeting for a
comment period of at least 30 days. Ratification will be by ¾ Board vote.
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